<PAGE>
As filed with the Securities and Exchange Commission on September 7, 1999
Total Number of Pages - 4
Index to Exhibits at Page - 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NETCENTIVES INC.
(Exact name of registrant as specified in its charter)
Delaware 93-1213291
(State of incorporation or organization) (IRS Employer
Identification No.)
690 Fifth Street, San Francisco, CA 94107
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-83443 (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
------------------------------------------------------------
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Incorporated by reference to the information set forth under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement on Form S-1 (SEC File No. 333-83443) (the "Form S-1 Registration
---------------------
Statement").
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Item 2. Exhibits
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The following exhibits are filed as a part of this
Registration Statement:
1.* Specimen certificate for Registrant's Common Stock -
incorporated herein by reference to Exhibit 4.1 to the
Form S-1 Registration Statement.
2.1 Amended and Restated Certificate of Incorporation -
incorporated herein by reference to Exhibit 3.1 to the
Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of
Incorporation to be effective upon completion of the
Registrant's initial public offering - incorporated
herein by reference to Exhibit 3.3 to the Form S-1
Registration Statement.
2.3 Bylaws - incorporated herein by reference to Exhibit
3.2 to the Form S-1 Registration Statement.
2.4 Form of Amended and Restated Bylaws to be effective
upon completion of the Registrant's initial public
offering - incorporated herein by reference to Exhibit
3.4 to the Form S-1 Registration Statement.
3.0 Amended and Restated Rights Agreement among the
Registrant and certain stockholders dated March 19,
1999 - incorporated herein by reference to Exhibit
10.19 to the Form S-1 Registration Statement.
* To be filed by amendment.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 7, 1999 NETCENTIVES INC.
By: /s/ John F. Longinotti
---------------------------------------------
John F. Longinotti, Executive Vice President,
Operations and Chief Financial Officer
-3-
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ---------- ----------- -------------
<C> <S> <C>
1.* Specimen certificate for Registrant's Common Stock - incorporated Incorporated by reference
herein by reference to Exhibit 4.1 to the Form S-1 Registration Statement.
2.1 Amended and Restated Certificate of Incorporation - incorporated herein by Incorporated by reference
reference to Exhibit 3.1 to the Form S-1 Registration Statement.
2.2 Form of Amended and Restated Certificate of Incorporation to be effective Incorporated by reference
upon completion of the Registrant's initial public offering - incorporated
herein by reference to Exhibit 3.3 to the Form S-1 Registration Statement.
2.3 Bylaws - incorporated herein by reference to Exhibit 3.2 to the Form S-1 Incorporated by reference
Registration Statement.
2.4 Form of Amended and Restated Bylaws to be effective upon completion of the Incorporated by reference
Registrant's initial public offering - incorporated herein by reference to
Exhibit 3.4 to the Form S-1 Registration Statement.
3.0 Amended and Restated Rights Agreement among the Registrant and certain Incorporated by reference
stockholders dated March 19, 1999 - incorporated herein by reference to
Exhibit 10.19 to the Form S-1 Registration Statement.
</TABLE>
* To be filed by amendment.
